Legal notices

GENERAL DISCLAIMERS

All product specific information is provided to Aventi Technologies, Inc. (“Aventi Technologies”) by the manufacturers who are solely responsible for its content and accuracy. Aventi Technologies will not be responsible for typographical or other errors or omissions regarding prices or other information.

All sales are subject to Aventi Technologies Standard Sales Terms and Conditions, unless as otherwise stated on the respective Aventi Technologies sales site under which you choose to conduct business with Aventi Technologies. Promotional offers and prices are for a limited time or as specified. Please consult with your local Aventi Technologies representative for up-to-the-minute information.

Product prices and configuration are subject to change without prior notice. Stock position and published resale pricing are updated daily. Inventory availability, published resale pricing, and manufacturer quoted lead-times are subject to rapid change.

TERMS OF USE

If you are conducting this session on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this website and the computer system you are using so as to prevent unauthorized access to your account with Aventi Technologies.

The materials on this website are provided with “Restricted Rights”. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgement of Aventi Technologies proprietary rights in them. No other governments are authorized to use the materials appearing on this website without prior written permission from Aventi Technologies.

INTELLECTUAL PROPERTY

All trademarks, service marks, logos, slogans, domain names and trade names (collectively “Marks”) are the properties of their respective owners. Aventi Technologies disclaims any proprietary interest in Marks other than its own.

The copyright in all original material provided on this website is held by Aventi Technologies, or by the original creator of the material. Except as stated below, none of the material may be reproduced, distributed, republished, downloaded, displayed, posted, transmitted or copied in any form or by any means, without the prior written permission of Aventi Technologies, and the copyright owner. Permission is granted to display, copy, distribute and download the materials on this website solely for personal, non-commercial use provided that you make no modifications to the materials and that all copyright and other proprietary notices contained in the materials are retained. You may not mirror, scrape, or frame this website or any other pages or materials contained on this website on any other website, web page or any other server. You may not connect “deep links” to the website, i.e., create links to this website that bypass the home page or other parts of the website without prior written permission.

Any permission granted herein terminates automatically without further notice if you breach any of the above terms. Upon such termination, you agree to immediately destroy any downloaded or printed materials. Any unauthorized use of any material contained on this website may violate domestic or international copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

If you believe that your work has been copied or used in a way that constitutes infringement on Aventi Technologies website, please provide notice to Aventi Technologies and include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description where the material that you claim is infringing is located on this website; (iv) your address, telephone number, and valid email address; (v) a statement made under penalty of perjury by you that the information provided in the notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner’s behalf.

copyright@aventitechnologies.com

TERMS OF USE FOR AVENTI TECHNOLOGIES RSS FEEDS

RSS (really simple syndication) service is a means by which Aventi Technologies offers, from time to time, feeds and other content of story headlines in XML format to visitors of Aventi Technologies websites who use RSS aggregators. These Terms of Use govern your use of this RSS service. The use of the RSS service is also subject to Aventi Technologies Terms and Conditions, and all other Legal Notices, which governs the use of Aventi Technologies websites, information services and content. The Terms of Use and the Terms and Conditions may be changed by Aventi Technologies at any time without notice.

USE OF RSS FEEDS

Aventi Technologies RSS feeds are protected by international copyright laws. All rights in and to Aventi Technologies RSS feeds, including the content and technology included therein, are reserved to Aventi Technologies or its suppliers or content providers. The RSS feed is a free service offered by Aventi Technologies for non-commercial use. Unless permission is expressly granted by Aventi Technologies, any other uses are prohibited, including, but not limited to the following:

1. You may not modify or delete any of the RSS feed content;

2. You may not redistribute the RSS feeds;

3. You may not post Aventi Technologies audio files or full-text stories other than as included in the RSS feed;

4. You may not modify the links redirecting the user to the Aventi Technologies websites when the user clicks on them or other predetermined location;

5. You may not insert any intermediate page, splash page or other content between the links and the applicable Aventi Technologies web page; and

6. You may not suggest that Aventi Technologies promotes or endorses any third party causes, ideas, websites, products or services.

OWNERSHIP/ATTRIBUTION

Aventi Technologies and its suppliers retain all ownership and other rights in the RSS feeds and related content, including any and all Aventi Technologies, or third party, logos and trademarks used in connection with the RSS service. Full and complete attribution to Aventi Technologies and related Aventi Technologies websites must be provided in connection with your use of the RSS feeds. Sites using multiple feeds from Aventi Technologies must provide further attribution to Aventi Technologies by posting “brought to you by Aventi Technologies” within the text display field.

LINK TO CONTENT PAGES

The RSS service may be used only with those feed platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full article or content on the Aventi Technologies websites. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to or delivery of the applicable Aventi Technologies website pages with the original content.

RIGHT TO DISCONTINUE FEEDS

Aventi Technologies reserves the right to discontinue providing RSS feeds, including all content contained in the RSS feeds, and to require that you cease accessing, displaying, distributing or otherwise using any or all of the Aventi Technologies RSS feeds, RSS feed content, or any other Aventi Technologies provided content, at any time for any reason.

By using Aventi Technologies RSS feeds and related content, you agree to be bound by the terms and conditions set forth above, as well as those in our Terms and Conditions. Aventi Technologies assumes no liability for any of your activities in connection with the RSS feeds or for your use of the RSS feeds in connection with your website. All RSS feeds and content are provided ‘AS IS’ and without warranty of any kind from Aventi Technologies.

Privacy

General

While visiting an Aventi Technologies (“Aventi Technologies”) site, we may ask you to register and/or provide information that personally identifies you (“Personal Information”) for purposes of interacting with our site, including, for example, when you ask for information, enter a contest, order subscriptions, or download material. Aventi Technologies intends to give you as much control as possible over your Personal Information. If you choose to provide Aventi Technologies with your Personal Information via an Aventi Technologies owned site, it is our intent to let you know how we will use your Personal Information. Aventi Technologies uses your Personal Information to help you quickly find goods, services or information on the site. We track the domains from which this site is visited and use that data to analyse for trends and statistics, and then discard it. If you choose not to have your Personal Information used as a basis for further contact with you by Aventi Technologies or one of its business partners, you may “opt out.” If you choose not to give us your Personal Information, you can still use most of this site. You merely will not be able to access areas that require registration. Additionally, if you do not want Aventi Technologies to send you e-mail or postal mail regarding Aventi Technologies or its services, you may “opt out” at the time you give us your Personal Information.

Links to Other Materials

If any link is offered connecting to a third party website, it is as an accommodation to the respective third party site owner and without charge. Sites linked to and from this site are not necessarily under the control of Aventi Technologies and Aventi Technologies shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked site or any link or linking program at any time. Aventi Technologies does not necessarily endorse companies (or related products or services) to or from which this site is linked. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. Aventi Technologies hereby disclaims any rights to trademarks, service marks, tradenames, logos, copyrights, patents, domain names or other intellectual property interests of third parties.

“Cookies”

There is a technology called “cookies” which can be used to provide you with tailored information from a website. A cookie is an element of data that a website can send to your browser, which may then store it on your system. Some Aventi Technologies pages may use cookies so that we may better serve you when you return to our site. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether to accept it. 

Site Technologies

Aventi Technologies does not provide the technologies used to build its site, and therefore neither recommends nor endorses the same. Any information regarding identified technologies, their capabilities, limitations, applications, etc., should be sought directly from their manufacturers. Aventi Technologies hereby disclaims any rights to trademarks, service marks, tradenames, logos, copyrights, patents, domain names or other intellectual property interests of third parties. 

Safe Harbor Principles

Aventi Technologies complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Aventi Technologies has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.  To learn more about the Safe Harbor program, and to view Aventi Technologies’ certification, please visit http://www.export.gov/safeharbor/.

Terms and Conditions of Purchase

The purchase of products or services (“Products”) by Aventi Technologies, Inc. and its divisions, subsidiaries, and affiliates (“Aventi Technologies”) are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, non-negotiated document, quote, acknowledgement, or other communication. Pre-printed terms and conditions on any document of supplier (“Supplier”) and/or Aventi Technologies failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. If the parties have a negotiated agreement for the relevant Products, such terms will govern and supersede these terms and conditions.

ORDERS. Any order placed by Aventi Technologies will be made with Aventi Technologies’ standard purchase order form and submitted in writing by fax, or electronic means acceptable to Aventi Technologies (“Order”). Supplier shall acknowledge Aventi Technologies’ Orders in writing or via EDI within one (1) business day of receipt. Order acknowledgments shall contain Supplier’s promised ship date. All Orders will be deemed accepted by Supplier, per Aventi Technologies’ requested ship date, if Supplier does not provide a written notice of rejection within three (3) business days of the receipt of the Order. Any partial fulfilment of an Order will also be deemed accepted by Supplier. Aventi Technologies may cancel any Order having a clerical error within five (5) business days of placing such Order. Aventi Technologies may change or cancel Orders or reschedule shipment dates for any Products ordered, provided that it notifies Supplier at least ten (10) business days prior to the latest confirmed ship date.

APPOINTMENT. Supplier authorizes Aventi Technologies to distribute or resell Products purchased under this Agreement worldwide through its Affiliates or through third party representatives appointed by Aventi Technologies. “Affiliate” shall mean any person, partnership, joint venture, company, corporation or other form of enterprise, domestic or foreign, that directly or indirectly controls or owns, is controlled or owned by, or is under common control or ownership with Aventi Technologies.

PRICES. The price for any Products will be set forth in Aventi Technologies’ Order. Aventi Technologies shall not be liable for taxes with respect to any order other than any sales tax which Supplier is required by law to collect from Aventi Technologies.

PRICE PROTECTION. In the event that Supplier decreases the price of any Product, Aventi Technologies will be entitled to a credit equal to the difference between the net price paid by Aventi Technologies, less any prior credits granted by Supplier, and the new decreased price for the Product multiplied by the quantity of such Product in Aventi Technologies’ inventory or in transit on the effective date of the reduction.

Aventi Technologies shall submit to Supplier, not later than sixty (60) business days after receiving notice of such price decrease, a Product inventory report as of the effective date, together with a debit memo reflecting the credit described above.

Supplier shall be deemed to have verified the Product inventory report and debit memo unless Supplier contests the same in writing within sixty (60) business days after receiving such report and memo.

Uncontested debit memos shall be credited to Aventi Technologies’ account as of the effective date of such price decrease.

PRODUCTS SHIPPED AFTER PRICE DECREASE. Products shipped on or after the effective date of any price decrease will be shipped and invoiced at the price in effect at the time of shipment.

PRODUCTS SHIPPED AFTER PRICE INCREASE. Products shipped after the effective date of any price increase will be shipped and invoiced at the price in effect at the time of Order placement.

TERMS OF PAYMENT. Payment terms for Products purchased in Aventi Technologies’ Order shall be net sixty (60) calendar days from date of invoice. Aventi Technologies will also receive an additional 2% discount if payments are made within 10 calendar days of the invoice date. Aventi Technologies has the right of offset against Supplier for programs, promotions, special pricing, rebates, and for any Aventi Technologies returns as described herein.

DELIVERY AND TITLE. Time is of the essence for delivery of Products. All Products will be delivered DDP Aventi Technologies’ destination (Incoterms 2010). Supplier agrees to deliver Products ordered by Aventi Technologies to the location and within the time specified in Aventi Technologies’ Order pursuant to the terms of this Agreement. Supplier may not ship before the promised ship date without Aventi Technologies’ prior written approval. Supplier agrees to pay premium freight when its delivery will miss the acknowledged ship date. Aventi Technologies may designate the carrier to be used, and, in absence of such specification by Aventi Technologies, Supplier shall select a carrier in its reasonable discretion. Supplier warrants the title to all Products sold to Aventi Technologies and warrants that such Products are not subject to security interests, liens, or other encumbrances. Title and risk of loss shall pass at Aventi Technologies’ destination. For the avoidance of any doubt, under no circumstance shall Aventi Technologies be the importer of record for this engagement.

ACCEPTANCE AND PRODUCT RETURN. All Products are subject to inspection and testing before acceptance. Aventi Technologies will use reasonable efforts to give Supplier notice of any obvious defects, damage, or discrepancy within thirty (30) business days of delivery. Acceptance will not be deemed a waiver of any warranty hereunder or otherwise provided by law. If Aventi Technologies finds that the Products or any part thereof do not conform to the requirements of the Order, Supplier will, at Aventi Technologies election either: replace such nonconforming Products, accept return for credit at the invoice price, or refund Aventi Technologies’ purchase price for such nonconforming Products. Return of Products that are not in conformance with the Order (including DOA), over- shipments, recalled products, and shipments rejected due to early or late delivery will be returned freight collect at Supplier’s risk and expense.

DEFECTIVE PRODUCT. Notwithstanding any other provision of this Agreement, Aventi Technologies may return for full credit of Aventi Technologies’ cost of the Product (including, without limitation, cost of assembling, disassembling, transportation, and labour), less any prior credits issued by Supplier, any and all Products found to be defective upon delivery, or within a reasonable time thereafter; provided, however, that any such defective Products are returned to Supplier, freight collect, within ninety (90) business days of Aventi Technologies’ discovery of the defect.

END OF LIFE. If Supplier discontinues Products or makes Products obsolete, Supplier will notify Aventi Technologies at least ninety (90) business days prior to the effective date of such change. Aventi Technologies will then notify Supplier of the affected Products in its inventory for Supplier’s repurchase. All end of life Products will be subject to the return policy in Section 6 ACCEPTANCE AND PRODUCT RETURN. Furthermore, the Supplier will grant Aventi Technologies the right of a life time buy upon request.

WARRANTY

COMPLIANCE WITH LAW. Supplier guarantees Aventi Technologies that the design, construction and quality of the Products shall comply in all respects with all requirements of any statutory regulation, order, contract or any other instrument having the force of law, which may be in operation at the time when the Products are supplied.

SUPPLIER’S MANUFACTURER’S WARRANTY. Supplier warrants the Products in accordance with the greater of the following: (i) the manufacturer’s standard warranty, (ii) the warranty that is publicly posted on manufacturer’s website, (iii) the warranty that is required by local law, or (iv) 24 months for those purchases originating from Asia or the European Union. Aventi Technologies is authorized to pass this warranty through to Aventi Technologies’ customers and to end users. The warranty period as set forth in this Section 9 WARRANTY shall begin to run with respect to Aventi Technologies’ customers and any end user upon delivery of the Product to the end user. Any Product to be returned under the terms of the warranty may be shipped to Supplier either from Aventi Technologies or directly from Aventi Technologies’ customers or end users. Supplier shall indemnify Aventi Technologies for any liability related to a breach of warranty.

NEW/UNUSED PRODUCT. Supplier warrants that the Products provided to Aventi Technologies by the Supplier are new and unused.

PRODUCT CONFORMANCE TO MANUFACTURER’S SPECIFICATIONS. Delivery of any Product by Supplier to Aventi Technologies shall constitute a warranty by Supplier that the Product conforms to the manufacturer’s specifications.

CONFLICT MINERALS. Supplier represents and warrants that any gold, tantalum, tin or tungsten included in the Products provided to Aventi Technologies by Supplier either (i) came from recycled or scrap sources or (ii) did not originate in the Democratic Republic of the Congo or an adjoining country. Supplier will provide information and supporting documents to this effect as reasonably requested by Aventi Technologies.

ORIGINAL MANUFACTURE PARTS. Supplier represents and warrants that it is either the original equipment manufacturer (“OEM”), original component manufacturer (“OCM”), or a franchised or authorized distributor of the OEM/OCM for the Products; or if Supplier is not the OEM/OCM or a franchised or authorized distributor of the OEM/OCM, then Supplier confirms by acceptance of orders hereunder that the Products have been procured from the OEM/OCM or a franchised or authorized distributor of the OEM/OCM.

SERVICES PERFORMED ON SITE. Where applicable, any Supplier’s equipment located on Aventi Technologies’ site remains at all times the risk of the Supplier, which shall insure such equipment against all risk of loss or damage. Aventi Technologies accepts no liability for any loss of or damage to Supplier’s equipment, however caused, including through Aventi Technologies’ negligence.

INTELLECTUAL PROPERTY

SUPPLIER INTELLECTUAL PROPERTY WARRANTY. Supplier warrants that any and all Product purchased hereunder, and the manufacture, sale, or use thereof, do not and will not violate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

INDEMNIFICATION. Supplier will indemnify, defend, and hold Aventi Technologies, its successors, assigns, customers and end-users harmless against all losses, damages, costs and expenses (including reasonable attorneys’ fees and costs of establishing rights to indemnification and any settlement) based on any claims, demands, suits, proceedings and actions (“Claim”) in connection with any alleged infringement of any patent, copyright, trademark, trade secret or other intellectual property right of a third party, including any Claims that the Product, or the process, design, or methodology used to manufacture the Product, infringes any third party patent, copyright, trademark, trade secret or other intellectual property rights.

AVENTI TECHNOLOGIES OBLIGATION WITH RESPECT TO SUPPLIER’S IP INDEMNITY. Aventi Technologies will provide Supplier with written notice of any such Claims, grant full authority to Supplier to defend and settle such Claims, and upon Supplier’s request, provide reasonable assistance and information, at Supplier’s cost and expense.

SUPPLIER’S OBLIGATION IN EVENT OF IP CLAIM. If a Product becomes the subject of a Claim or Aventi Technologies is enjoined from selling or using a Product, Supplier will:

procure for Aventi Technologies the right to sell and use the Product;

provide Aventi Technologies with replacement or modified Product that is non-infringing; or

if Supplier is unable to provide the remedies above, refund the full purchase price for such Product.

INTELLECTUAL PROPERTY RIGHTS.

Intellectual Property Rights (IPR) of either party or any third party used in performance of this Agreement shall remain the property of such party, and except as set forth in this section, nothing in this Agreement shall transfer or be deemed to transfer the intellectual property rights of either party or any third party.

All documents, drawings, specifications, information, patents, patent applications, inventions, developments or processes or any copyrightable material originated and developed by Supplier specifically for Aventi Technologies under this Agreement (“Work Product”), except for any Supplier IPR contained within such Work Product, shall be owned by Aventi Technologies. Supplier hereby grants Aventi Technologies a worldwide, non-exclusive, royalty-free, perpetual, without the right of sublicense, license to use Supplier’s IPR, which is used in performing under this Agreement.

All specifications provided by Aventi Technologies, and all IPR in or arising out of them and from the Work Product, shall vest in and remain at all times the property of Aventi Technologies. Such specifications may only be used by Supplier as necessary to perform under this Agreement.

At the request of and at no additional cost to Aventi Technologies, Supplier shall promptly do all such things and sign all documents necessary in the opinion of Aventi Technologies (a) to vest all IPR in or arising out of any Work Product in Aventi Technologies, absolutely and (b) to enable Aventi Technologies to defend and enforce its IPR.

GENERAL INDEMNIFICATION. Supplier will indemnify, defend and hold Aventi Technologies harmless of and from any and all liabilities, losses and damages (including costs, expenses and attorneys’ fees, and costs of establishing rights to indemnification) resulting from any claim of any Aventi Technologies’ customers or any third party (including employees of Aventi Technologies or Supplier), for any claim including: (a) death or personal injury; (b) breach by Supplier of any warranty, representation, or covenant under this Agreement; (c) breach of contract; (d) non-compliance with requirements hereunder or applicable laws, regulations, directives, or ordinances; or (e) damage to property arising out of, or in any way connected with, the Products or the sales, distribution, use or operation thereof.

LIMITATION OF LIABILITY. AVENTI TECHNOLOGIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THE ORDERS OR ANY TERMINATION, REJECTION, OR REVOCATION OF ACCEPTANCE OF THE ORDERS, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO THE REPUTATION OF SUPPLIER, OR LOSS OF CUSTOMERS, EVEN IF AVENTI TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AVENTI TECHNOLOGIES’S LIABIITY EXCEED THE PRICE SET FORTH IN THE ORDER.

USE OF TRADEMARKS/TRADENAMES. Aventi Technologies is authorized to use Supplier’s trademarks, trade names and logos in connection with Aventi Technologies’ sale of Products. Aventi Technologies will have the right to pass on this right of usage to its reseller customers.

CONFIDENTIALITY. If either party receives from the other party written information marked “Confidential” and/or “Proprietary”, the receiving party agrees not to use such information except in the performance of this Agreement, and to treat such information in the same manner as it treats its own confidential information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is, through no fault of the party receiving the confidential information, disclosed in a publicly available source; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Except as otherwise provided herein, the obligation not to disclose shall be for a period of one (1) year after the disclosure of the Confidential Information.

QUALITY. Supplier shall use reasonable efforts to attain the goals established in the Aventi Technologies Global Supplier Quality Handbook, which may be found at: www.Aventi Technologies.com.

EXPORT. Supplier acknowledges and agrees that Aventi Technologies may export Products as allowed by the export control laws, regulations and orders of the United States and other countries to which it may ship Products. The parties shall observe and comply with all applicable laws, rules and regulations applicable to the performance of their respective obligations under this Agreement including, but not limited to, anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act) and regulations in respect of import or export of Products.

GLOBAL SUPPLY CHAIN SECURITY COMPLIANCE. Supplier warrants and represents to Aventi Technologies as follows: (1) if eligible for Customs-Trade Partnership Against Terrorism (“C-TPAT”), or other comparable customs certification programs, Supplier will be certified and validated and Supplier will provide Aventi Technologies with its Status Verification Interface (“SVI”) number(s), or other program identification information, to confirm the foregoing representation prior to shipment; (2) if not eligible for C-TPAT, or other comparable customs certification programs, Supplier fully understands the requirements for C-TPAT certification and will make all commercially reasonable efforts to comply to this certification program and assist Aventi Technologies with maintaining its certification with this compliance request. Supplier will provide evidence of such compliance, including security certifications and results of internal security audits as Aventi Technologies may reasonably require; (3) if Supplier’s status under this Subsection changes, Supplier will give prompt written notice to Aventi Technologies; and (4) Supplier will comply with any pre- arranged visit Aventi Technologies’ auditors may make to verify if Supplier’s procedures are in accordance with the criteria set forth by C-TPAT or other comparable customs compliance program.

GOVERNMENT CONTRACTS. If Aventi Technologies’ customers elect to sell Supplier’s Products (including supplies, software, documentations or services) to the U.S. Government or to a prime contractor selling to the U.S. Government, the Products are “commercial items” as that term is defined at 48 C.F.R. 2.101. Supplier will comply with provisions of FAR 52.244-6, Subcontracts for Commercial Items and Commercial Components. Should U.S. Government end users acquire Products that consist of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212, their rights will be consistent with those rights set forth in 48 C.F.R. 12.212 which generally limits their rights to the licenses customarily provided by Supplier to the public. Supplier will also comply with the provisions of DFARS 252.211.7003. Supplier will also provide the information necessary to assist Aventi Technologies with analysis of DFARS 252.225-7014 (Alt 1), Preference for Domestic Specialty Metals (Berry Amendment) and other applicable federal statutes. Supplier will make a good faith effort to determine whether forced or indentured child labour was used to mine, produce or manufacture any Products furnished under this Agreement. Supplier may be required to certify that it is not aware of any such use of child labour.

STATUTORY CONFORMANCE. With respect to the Products ordered under this Agreement, Supplier warrants and agrees that it has complied with all applicable federal, state and local laws, codes and requirements. Supplier especially warrants that all Products supplied to Aventi Technologies comply with all applicable laws in the EU and transposed directives into national laws in the member states, e.g. environmental legislation such as substance regulation RoHS / REACH, technical conformity CE and waste management. Supplier shall undertake to comply and bear all costs for the compliance with the current and applicable EU legislation. Supplier agrees to indemnify and hold harmless Aventi Technologies, its successors and assigns, and the customers of any of them, from all loss, damages, costs and expenses (including reasonable attorneys’ fees and costs of establishing rights to indemnification) which may be incurred by non-compliance of Supplier with this paragraph. Aventi Technologies reserves the right to return any non-compliant Product at the expense of Supplier.

GENERAL

This Agreement shall be governed, construed, and enforced in accordance with the laws of Ireland. (“Governing Country”). The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.

Supplier may not assign this Agreement without the prior written consent of Aventi Technologies, and Aventi Technologies’ affiliates may perform Aventi Technologies’ obligations under this Agreement. This Agreement is binding on successors and assigns.

This Agreement can only be modified in writing signed by authorized representatives of both Aventi Technologies and Supplier.

Aventi Technologies and Supplier are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, or partnership.

Aventi Technologies failure to object to any document, communication, or act of Supplier will not be deemed a waiver of any of these terms and conditions. Notwithstanding any other remedies provided in this Agreement, Aventi Technologies retains all rights existing at law or equity, and Aventi Technologies’ failure to affect cover does not bar it from any other remedy.

The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.

Aventi Technologies is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the Supplier, operational disruptions, man-made or natural disasters, epidemic medical crises, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labour or materials through its regular sources).

Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and Supplier will comply with such rights.

Supplier and Aventi Technologies will comply with applicable laws and regulations. Supplier shall collect, process, and transfer all personal data in connection with this Agreement in accordance with the applicable privacy laws and regulations.

Solution Sales:

The sale of products and services (“Products”) by Aventi Technologies, Inc. and its divisions, subsidiaries, and affiliates (“Aventi Technologies”) to a customer (“Customer”) are subject to these terms and conditions (“Agreement”) regardless of other terms or conditions in any purchase order, document, or other communication of Customer (“Order”) or Aventi Technologies failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Aventi Technologies and Customer.

1. ORDERS. Unless otherwise stated on the quote, Aventi Technologies quotes are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Aventi Technologies. Contracts between Customer and Aventi Technologies are formed upon Aventi Technologies’ written acceptance, Electronic Data Interchange (“EDI”) acknowledgment or execution of Customer’s Order and are subject to this Agreement. All Orders for Products that Aventi Technologies identifies as non-standard or “NCNR” are non-cancellable and non-returnable. Aventi Technologies may identify Products as non-standard or “NCNR” by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without Aventi Technologies’ consent. Aventi Technologies reserves the right to allocate the sale of Products among its Customers. 

2. PRICES. Unless otherwise stated on Aventi Technologies’ proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties or any other charges or fees for additional services (collectively, “Additional Fees”). Unless otherwise stated on Aventi Technologies’ proposal, quote or invoice, Customer is responsible for any and all Additional Fees.

3. TERMS OF PAYMENT. Payment is due as stated on Aventi Technologies’ invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Aventi Technologies may charge interest from the payment due date to the date of payment at 18% per annum or the maximum amount allowed by applicable law, plus reasonable attorneys’ fees and collection costs, with a minimum fee of 40 Euros for sales in France. At any time, Aventi Technologies may change the terms of Customer’s credit. Aventi Technologies may apply payments to any of Customer’s accounts. If Customer defaults on any payment, Aventi Technologies may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by Aventi Technologies will expire if unused within 12 months.

4. DELIVERY. Unless otherwise stated by Aventi Technologies in writing, all Aventi Technologies deliveries from the European Union are CPT customer’s delivery location, and all Aventi Technologies deliveries from outside the European Union are EXW Aventi Technologies’ warehouse or, for drop shipments, EXW the manufacturer’s warehouse (INCOTERMS 2010). Aventi Technologies’ delivery dates are estimates only and subject to Aventi Technologies’ timely receipt of supplies. Aventi Technologies is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.

5. TITLE. For sales from outside the European Union or Australia, title shall pass to Customer upon delivery of the Products to the carrier. For sales from the European Union or Australia, as a form of payment security, title shall pass to Customer upon payment in full for the Product by Customer. In case of an onwards sale, Customer assigns all rights in the related receivables to Aventi Technologies until Customer has made payment in full. Once the Product is processed or combined with other items (the “Processed Product”), Aventi Technologies’ retained title transfers to a share in the title in the Processed Product reflecting the value of the Product relative to the value of the Processed Product. This section does not apply to sales of Software (as defined below).

6. SOFTWARE. Software is the machine readable (object code) version of computer programs (“Software”). Customer’s use of Software and any related documentation shall be governed by the Software’s applicable license agreements. Software embedded in or bundled with hardware must be used solely with the device for which it was intended and may not be transferred separately.

7. WARRANTY. Customer acknowledges that Aventi Technologies is not the manufacturer of the Products. To the extent legally and contractually permitted, Aventi Technologies shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Aventi Technologies by the manufacturer, including those for intellectual property infringement. If required by law, Aventi Technologies warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims shall be time-barred 12 months from the time of delivery of the non-conforming Products. If Aventi Technologies performs value-added work such as integration work, tape-and-reel, or programming, Aventi Technologies warrants such value-add work will conform to Customer’s written specifications accepted by Aventi Technologies for 90 days after Aventi Technologies delivery. Customer will be deemed the manufacturer of such value-added Products. AVENTI TECHNOLOGIES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. Customer’s sole remedies for breach of Aventi Technologies’ warranty are, at Aventi Technologies’ choice: (I) repair of the Products; (ii) replacement of the Products; or (iii) refund of Customer’s purchase price for the Products. Aventi Technologies makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.

8. PRODUCT RETURN. Customer may return Products to Aventi Technologies only with a return material authorization (“RMA”) number issued by Aventi Technologies. (A) Returns for Visual Defect: Customer must notify Aventi Technologies in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. (B) Returns for Product Warranty: Customer must notify Aventi Technologies in writing stating the specific Product defect within the warranty period. Aventi Technologies will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by Aventi Technologies or the original manufacturer, and only if Customer meets the notice requirement. Aventi Technologies will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Products to Aventi Technologies in compliance with Aventi Technologies’ instructions in the RMA. Aventi Technologies may assess all Products returned by Customer via RMA. If Aventi Technologies determines such Products are not eligible for return, Aventi Technologies will send such Products back to Customer on freight collect basis, or hold such Products for Customer’s collection and on account at Customer’s expense.

9. LIMITATION OF LIABILITY. Aventi Technologies’ liability to Customer is limited to Customer’s direct damages up to an amount not exceeding the price of the Product at issue. This limitation of liability does not apply in case of death or personal injury caused by Aventi Technologies’ negligence. Aventi Technologies is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent Aventi Technologies cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory rights are not affected by this limitation of liability.

10. FORCES BEYOND AVENTI TECHNOLOGIES’S CONTROL. Aventi Technologies is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labour, materials or Products through regular sources).

11. USE OF PRODUCTS. Customer shall comply with the manufacturer’s Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. Customer shall indemnify, defend and hold Aventi Technologies harmless from any claims based on: (i) Aventi Technologies’ compliance with Customer’s designs, specifications, or instructions, (ii) modification of any Product by anyone other than Aventi Technologies, or (iii) use of Products in combination with other products or in violation of this clause.

12. EXPORT/IMPORT. Certain Products and related technology sold by Aventi Technologies are subject to export control regulations of the United States, the European Union, and/or other countries, excluding boycott laws (“Export Laws”). Customer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the Products and related technology. Customer shall not export or re-export the Products and related technology to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United States, European Union or other countries. Customer shall not use the Products and related technology in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.

13. ELECTRONIC ORDERS. If any part of the purchase and sale of Products, including Customer’s NCNR acknowledgment or demand forecast, uses EDI, Customer’s internal portal, third party portal or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and Aventi Technologies. Customer’s acceptance of Aventi Technologies’ acknowledgment request or Aventi Technologies’ specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding on Customer.

14. ENVIRONMENTAL COMPLIANCE. Where applicable, Customer is responsible for all obligations and liabilities under the European Union’s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.

15. GENERAL.

A. This Agreement shall be governed, construed, and enforced in accordance with the laws of Ireland. (“Governing Country”).

B. Customer may not assign this Agreement without Aventi Technologies prior written consent. Aventi Technologies’ affiliates may perform Aventi Technologies’ obligations under this Agreement. This Agreement is binding on successors and assigns.

C. The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.

D. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.

E. Customer shall comply with all applicable laws, including anticorruption laws such as U.S. Foreign Corrupt Practices Act and UK Bribery Act.

F. The parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.

G. Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Aventi Technologies on an “AS IS” basis and does not form a part of the properties of the Product. Aventi Technologies makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Aventi Technologies recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Aventi Technologies is not responsible for typographical or other errors or omissions in Product information.

16. GOVERNMENT CONTRACTS. Aventi Technologies is a distributor of “Commercial Items” as defined in FAR 2.101. Aventi Technologies does not intend to sell Products to the U.S. Government or a higher-tier contractor that fail to meet the “commercial item” definition in FAR 2.101. Accordingly, Aventi Technologies agrees only to the clauses in the Federal Acquisition Regulation (“FAR”) and agency FAR supplements (as applicable based on the U.S. Government customer) that are explicitly required to be inserted in a subcontract for commercial items, as set forth in FAR 52.244-6(c)(1) or an agency FAR supplement. In accordance with FAR 12.211, Customer will receive only those rights in technical data customarily provided to Aventi Technologies by the manufacturers. By no means will this be interpreted as providing to Customer unlimited rights in data, software, or intellectual property rights provided by the manufacturers or any other third party. Aventi Technologies specifically rejects the flow down of the requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR 52.225-1 or DFARS 252.225-7001. Aventi Technologies cannot comply with any Preference for Domestic Specialty Metals regulation unless (A) there is an applicable exception or (B) the manufacturer represents and warrants that the Products are compliant.